Lewis Lazarus

Lewis Lazarus focuses his practice on corporate governance and commercial matters in the Delaware Court of Chancery. He has been lead counsel in trials arising out of mergers and acquisitions, including cases involving the entire fairness standard of review, appraisal, books and records actions, actions to compel annual meetings, and actions to determine who rightfully are the managers of a Delaware entity. As a result of his knowledge and familiarity with these and related cases, Lewis often advises special committees and boards in conflict-of-interest transactions. He has counseled boards, companies, or special committees in conflict-of-interest transactions totaling over $7 billion in the last several years. Lewis has been praised for doing “an excellent job advising on Delaware law as it applies to special committees, conflicts of interests, and duties of directors," for the ability to "communicate complex legal language in a businessman's language," and for his “intricate knowledge of the issues and procedures in the Court of Chancery." He has also been commended as a “completely clear thinker" who “knows how to make a real case," and who "understands beyond the case and sees the bigger picture." - Chambers USA (2006 - Present) In addition, Lewis, who speaks fluent Spanish, maintains a particular interest in matters involving Spanish, Mexican, and South American clients, and has traveled to Mexico, Europe, Canada, South America, and the Middle East to discuss the advantages of Delaware law with business representatives. Practice areas: • Corporate and Fiduciary Litigation • Corporate Governance Counseling • Special Committee Representation • Alternative Dispute Resolution • Contract Litigation • Corporate Advice • Business Torts • Non-Compete and Trade Secret Protection • Legal Opinions • Distressed Entity, Insolvency Counseling • LLC, LP, Partnership Litigation llazarus@morrisjames.com 302.888.6970